R-spondins (Rspos) are known to potentiate Wnt/beta-catenin signaling in various settings. Activation of this pathway is critical for many processes during embryonic development and tissue homeostasis in the adult. It is one of the mechanisms that supports the proliferation of embryonic stem cells and multi-potential progenitor cells. Constitutive activation of the beta-catenin pathway is common in many types of cancers, including colorectal, hepatocellular, mammary, prostate, renal, ovary and others. Understanding the properties of factors such as the Rspos that enhance signaling through this pathway and factors like sFRP-1 that either block or potentiate Wnt signaling depending on the context could lead to better ways to diagnose and treat cancer. In addition, because Wnt signaling has many functions during embryonic development and in the adult increased knowledge of its regulation by Rspos and sFRPs could have applications in the treatment of other diseases. Microarray analysis of C57MG mouse mammary epithelial cells treated with recombinant proteins showed that Rspo2 potentiated a large percentage of Wnt-3a-dependent changes in gene expression. Many novel Wnt target genes were identified and validated by quantitative RT-PCR and immunoblotting, including CXCR6, a chemokine receptor recently implicated in breast cancer metastasis. Several changes in gene expression induced by the combination of Rspo2 and Wnt-3a did not appear to be mediated by the canonical Wnt/beta-catenin/TCF pathway, suggesting that other mechanisms were associated with Rspo activity. Double transfection of C57MG cells with Rspo2 and Wnt-1 stimulated cell invasiveness in three-dimensional Matrigel cultures as well as transwell assays. Invasive properties appeared to be independent of beta-catenin signaling. Subcutaneous injection of mammary cells transfected either with Rspo2 or Wnt-1 expression vectors produced tumors in nude mice. Co-expression of Rspo2 and Wnt-1 resulted in tumors with cells exhibiting a strong epithelial-mesenchymal transition phenotype, more pronounced than the pattern seen with the Wnt-1 transfectant. Recent experiments have shown that sFRP-1 is both a positive and negative regulator of the Wnt/beta-catenin pathway in mammalian cells. The mechanistic basis for this biphasic activity is under active investigation. A collaborative study demonstrated that the poor support afforded by certain feeder lines in co-culture with human embryonic stem cells was attributable to elevated expression and release of sFRP-1 into conditioned medium.